Carbiotix AB publishes outcome of rights issue
The subscription period in Carbiotix AB ("Carbiotix" or the "Company") rights issue of units ended on the 2nd of June 2023. The rights issue was subscribed to a total of approximately 30 percent, including pre-subscription commitments, meaning that guarantee commitments of a total of approximately 70 percent were activated to achieve a total subscription rate of 100 percent. Carbiotix will thus be provided proceeds of approximately SEK 12 million before deduction of transaction related costs.
Subscription, allocation and payment
The rights issue was subscribed to approximately SEK 3.6 million including pre-subscription commitments of approximately SEK 1.5 million, which corresponds to a subscription rate of approximately 30 percent. In addition, guarantee commitments of approximately SEK 8.4 million in total have been activated, corresponding to approximate 70 percent of the rights issue. Out of the activated guarantee commitments, approx. SEK 1.2 million refers to the topguarantee from CEO Kristofer Cook. The total subscription rate (including guarantee commitments) thus ended at 100 percent, meaning that Carbiotix is provided approximately SEK 12 million before transaction related costs of approximately 2.8 (of which approximately SEK 1.1 million relates to compensation for bottom guarantee commitments).
A total of 460,179 units were subscribed for with the support of pre-emptive unit rights, including pre-subscription commitments. In total, 1,134,915 units were subscribed without the support of pre-emptive unit rights, including activated guarantee commitments. Through the rights issue, 6,380,376 new shares and 3,190,188 warrants of series TO 2 will be issued. The subscribers who are allocated units without preferential rights will receive settlement notes, which are planned to be sent out today, after a formal board decision on allocation. Allotted units without pre-emptive right shall be paid in accordance with the instructions on the settlement note.
Compensation for guarantee commitments
For the bottom guarantee commitment, the guarantors receive a guarantee compensation of 12 percent in cash. The top guarantee commitment is a so called free-of-charge top guarantee from Sustainable Holding Sweden AB (wholly owned by CEO Kristofer Cook), where no compensation is paid.
Number of shares and share capital
When the rights issue has been registered with the Swedish Companies Registration Office, the total number of shares will have increased by 6,380,676 shares, from 14,355,853 shares to 20,736,229 shares, the Company’s share capital will, upon registration, have increased by approximately SEK 638,037.60, from approximately SEK 1,435,585.30 to SEK 2,073,622.90. In addition, there will be 3,190,188 outstanding warrants of series TO 2. The shareholders who have not participated in the rights issue will be subject to a dilution effect corresponding to approximately 30.8 percent of the votes and capital.
Trading in BTU
Trading in BTU’s will take place on Spotlight Stock Market until the rights issue has been registered with the Swedish Companies Registration Office. The registration is expected to take place around the 20 th of June 2023.
Terms for warrants of series TO 2
One (1) TO 2 entitles the holder to subscribe for one (1) new share in Carbiotix during the period from and including the 12th of October 2023, to and including the 26th of October 2023. The exercise price for TO 2 shall amount to seventy (70) percent of the average volumeweighted price of the share according to the official price statistics of the Spotlight Stock Market during a period of twenty (20) trading days ending two (2) banking days before the start of the exercise period and the exercise price will be determined within the range of SEK 1.50-4.70 per new share. The exercise price must be rounded to the nearest whole öre. The Company will announce the exercise price the day before the first day of the usage period. Upon full subscription of the Rights Issue and full utilization of TO 2 issued thereby at the highest exercise price, the Company may receive a maximum of approximately SEK 15 million before transaction costs, which are estimated to amount to a maximum of approximately SEK 1 million.
Through TO 2, the share capital can increase by a maximum of SEK 319,018.80. Provided that the Rights Issue is fully subscribed and that TO 2 is fully utilized, TO 2 will result in a dilution of approximately 13.3 percent. TO 2 is planned to be admitted to trading on the Spotlight Stock Market as soon as possible after final registration with the Swedish Companies Registration Office. The last day of trading in TO 2 is expected to be October 24, 2023.
Advisors
In connection with the Rights Issue, Carbiotix has engaged Sedermera Corporate Finance AB as financial advisor, Markets & Corporate Law Nordic AB as legal advisor and Nordic Issuing AB as issuing agent.
For more information about the rights issue, please contact:
Sedermera Corporate Finance AB
Tel: +46 (0)40 615 14 10 E-mail: cf@sedermera.se
www.sedermera.se
For more information, please contact:
Kristofer Cook,CEO
Tel: +46 (0)708-79 65 80
E-mail: kristofer.cook@carbiotix.com
Important information
This press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, warrants, subscription rights, BTU or other securities in Carbiotix AB and investors should not subscribe or acquire any securities other than on the basis of the information in the prospectus which was made public in May 2023. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden.
This press release may not be made public, published or distributed, directly or indirectly, in or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the distribution of this press release would be illegal. This press release also does not constitute an offer to sell new shares, warrants, subscription rights, BTUs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such person or where such action would require an additional prospectus, registration or other measures than according to Swedish law. The prospectus, notification form and other documents relating to the Rights Issue may not be distributed in or to any country where such distribution or the Rights Issue requires actions as specified in the previous sentence or where they would be contrary to regulations in such country. Actions contrary to this instruction may constitute a violation of applicable securities legislation.
No shares, warrants, warrants, BTUs or other securities have been or will be registered under the United States Securities Act of 1933 as amended (“Securities Act”) or the securities laws of any state or other jurisdiction of the United States and may not be offered, subscribed , is exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or through a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.
This press release may contain certain forward-looking information that reflects the Company's current view of future events as well as financial and operational development. Words such as "intends", "estimates", "expects", "may", "plans", "believes", "estimates" and other expressions that imply indications or predictions of future developments or trends, and are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information is not a guarantee of future performance or development, and actual outcomes may differ materially from what is stated in forward-looking information. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forwardlooking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Spotlight's regulations.
About Carbiotix
Carbiotix AB (CRBX) (www.carbiotix.com) is an award-winning biotechnology company pioneering microbiome health through a portfolio of prebiotic modulators and diagnostic testing services.
This information is information that Carbiotix AB is obliged to make public according to the EU's Market Abuse Regulation (MAR). The information was submitted, through the contact person below, for publication on June 5, 2023 15:30 CEST.